Anthropoda Maximus
by YourFavoriteCONTRACTOR
Summary: Peter is feeling guilty about killing Harry's Dad. Dr. Warren is up to something in his lab.  At least 2 reviews to continue.
1. Chapter 1

**Yo, I decided to make chapter one longer. So have fun. It starts again after "I hope I didn't jinx myself" for those of you who've read it, there is a bold line of words serving as a line break.**

**Well enjoy.**

_I'm a mutant freak with no girlfriend, who just killed his father's best friend, and who lost the girl of his dreams to his best friend. Yeah no big deal. The one thing that might make all of that worth while… __web slinging__. Yeah I know you're probably thinking, who is this guy and what insane asylum did he escape from, the answer is simple, I'm you're friendly neighborhood Spider-Man!_

_Yeah I know I should probably try to fix things with Harry, offer him my apologies or something, but what can I do as the web-head besides apologize? It's not like my mutant powers include bringing back the dead. Besides, I don't think Harry wants to talk to Spider-Man right now. I'll have to get him on the flip side as Peter Parker._

_Wow guilt really crushes you when you realize for the eighty-eighth time you've __killed__ your best friend's father. Only one way to fix that._

_A twenty story drop of a high building of course! Then catching you're self away from a moments of death. Hello adrenaline!_

_Ah well, it only fixes it for a minute._

_And then there's the Gwen situation. Not to ecstatic about that one either. But what was Gwen supposed to say to Harry. I know your father just died but I want to date your best friend so let's just be friends._

_Gwen is the only one keeping Harry of the green again._

_So selfless Pete sucking it up for his friend. Makes me feel all that much worse about killing his father. How does someone get over something like that? Therapy? Ha ha… that would go over so well, I can see it now._

_"Excuse me, this is Spider-Man I'd like to set up a therapy session." I'd probably get the cops called on me. Plus it's not like I can use Peter Parker's cell. Hmmm… maybe its time the web head gets his own number._

_Yeah life stinks, but its life, and as long as the smell isn't coming from a ton of garbage I think I'll be good on that. Which reminds me I have to see Liz tomorrow, she isn't going to be happy with me._

_Well if I'm lucky she'll probably just ignore me or call me loser. Liz is a great girl and all… but I love Gwen. Let's hope it wasn't just raging hormones that caused me to want Gwen and break up with Liz._

_Ugh! Why am I even thinking that! Well… Liz is great with me, she doesn't get impatient, well she might but I'm horrible at picking up on things like that. Lets see, she is a cheerleader, and popular, so if I was shallow I would look to up my street cred. I like to stay out of the lime light anyway, Spidey gets enough of that. Liz… she's beautiful, smart when she applies herself, pretty nice for a popular anyway. But Gwen… I don't know. She doesn't have all the qualifications or perks so to say that Liz does._

_But she is smart, funny, beautiful, cares for Peter deeply. She looks out for Pete…_

_I need to stop thinking about this, its going to have me crawling the walls. Too late…_

_Well nothing a dive off the empire state building shouldn't be able to fix. Just take a left there, and a somersault here and swing on over to the empire state building._

_Hey check it out I'm King Kong._

_The ape not Kenny…_

_Ok web head, to infinity and beyond. Or something like that. Seeing the ground rush up to meet you makes you wonder, think if this time you'll die. Of course don't try this at home kiddies, or off the empire state building, or just any high place unless you have super spider powers or can fly or some other nonsense. Me, I fall under the super spider powers. Or something like that. They're actually aren't that many of us in that category if you can believe that._

_I mean who's going to fight the civil rights war for us… uh… arachno-americans right? Is that even a word?_

_I'll look it up later, right now the skies over New York are clear and free of danger, at least the crime kind. There is always the wonderful city air you know. Great for your health I'm sure. But as long as no super freaks are out tonight I'm going home to aunt may, it's nearly curfew anyway._

_I hope I just didn't jinx myself._

**(I love tacos)**

Dr. Miles Warren shuffled through the lab swirling a vial of liquid around. He paused a minute then placed a drop onto a microscope slide and observed it, then he nodded and wrote down on a pad

"Seems to have great effect in enhanceing triats already." Dr. Warren said going over to a larger beaker of the same stuff. Then he nodded and took a pipet of the stuff and dropped a drop onto a petri dish along with another drop of another substance.

"Miraculous!" Dr. Warren proclaimed. Then smiled at the results. He wrote down on a legal pad then nodded.

"It seems you've succeded." A voice said from a cell phone on the table.

"It seems I have. I'll send the serum to you tomorrow. After the interns leave anyway." Dr. Warren informed.

"Can't have Parker or Stacy knowing what we're planning." Dr. Warren said. The voice chuckled.

"No, expecially with Parker's relationship to that wall crawler. I'll be expecting it soon." The voice said. Dr. Warren smiled.

"Pleasure doing business with you."

**Well, I don't think I did to bad myself. Well for trying to emulate the mental rant of a super hero worried about other things. Since this is just a mental rant at the moment I have to ask a question of you who be reading this.**

_**QUESTION:**_

**Should I go ahead and do it in first person, I mean that would be easier with putting his comments in there and stuff but I'm not sure how ya'll would like it.**

**Ha ha, I said ya'll. I'll have fun with that.**

**Anyway, moving on.**

**I can do it in third just as easily (well not as easily but it is possible) but what would be more pleasing for you readers out there cuz I don't want to misrepresent everyone's friendly neighborhood Spider-Man.**

**I'm mean its not like I'm going to place myself in the story basically I write first person like I would third but just replace all the he, his, etc. with me, mine, and what not. Whatever you want to call that.**

**Anyway. Enjoy the chapter and if you read this far, props to you.**


	2. Chapter 2

**Earlier that Day**

"Hey aunt May, I'm home." I walked in the door kissing Aunt May on the cheek. I glanced at my watch it was only 5:45, Aunt May said she wanted me home by 6:00 at least. I maybe I'd have to stay out late to make up, but as long as nothing too bad happened. Watch it Parker, Murphy's law.

"Oh, Peter dear, you're just in time." Aunt May pulled a pie out of the fridge and began putting a swirl of whip cream over the top.

"Uh… are we having company that I didn't know about?" I asked hesitantly wondering who it could be.

"I told you don't you remember?" Aunt May said surprised.

"Uh…" I rubbed my neck, "Not really." I shrugged.

"George and Gwen are coming over." Aunt May said placing the pie in the fridge once more.

"I have to do this thing… and… uh…" I rubbed my neck and the doorbell rang. I winced.

"What's with you lately." Aunt May asked. I held my hands up.

"Nothing, nothing at all… I'll… just go get the door." I said going to the door and opening it. Gwen smiled at me and I smiled back.

"Hey Pete." Gwen said shyly looking down I smiled.

"Hey Gwe-"

"Pete!" Harry called… wait a minute Harry? I looked up.

"Oh, hey Harry." I waved.

"I was hanging out with Gwen and when I heard she was coming down here, I thought we could all hang out together, just like old times. Even if there are a few… ahem… old people drifting around."

"Well I may not be in my prime but old?" Captain Stacy said.

"C-captain Stacy!" Harry said straightening up he then looked to me for help.

"Your words not mine." I joked then I led Gwen in and went to get Aunt May. She was already coming out of the kitchen.

"Oh, more guests, I'll have to make more pie!" Aunt May said flustered.

"Don't worry about it Ms. Parker." George said putting a hand on my shoulder and Harry's who was standing next to me.

"I'm sure the boy's won't eat too much. Besides I felt terrible about leaving all this cooking to you." Captain Stacy said and took at Cake from Gwen, he must have handed it off to her when he came in. Harry smiled.

"Don't worry so much. Me, Pete, and Gwen will probably just chill for old time's sake." Harry said.

"Yeah… old times." I forced a smile. Old times like before I was Spider-Man and everything went so wrong. I shook my head.

"Look, I'm gonna help Aunt May in the kitchen, why don't you guys relax and I'll get some soda or something." I smiled.

"Puhlease Peter. You go in that kitchen and it'll be a disaster area. I'll help." Gwen said.

"Now you just make me feel useless." I teased.

"Don't worry, you'll get to clean it up." Gwen said over her should then she continued into the kitchen. I smiled.

"Yeah, I figured." I laughed. Harry then attacked me leaning against my shoulder. I flinched, but after throwing him off last time I tried to be more thoughtful around people and in public.

"So, what's been going on?" Harry asked. I laughed.

"Same old, same old." I said walking to the couch and sitting down dislodging Harry as he sat down next to me, "How are you and Gwen?" I asked. Harry clenched his fists, I looked down then back up at him wondering.

"We're fine. We're going mainland for a trip soon. That should be fun." Harry smiled. I smiled back then glanced up at Captain Stacy. He seemed to be watching me.

"You should totally come!" Harry said. I put my hands up.

"Nah, I'm have things to take care of here." I said. Was it just me or did Stacy nod. I flinched.

"With what, you don't have any extracurricular activities unless you count the lab work, and I'm sure Dr. Warren will give you the time off. You should come." Harry said. I scrambled for an answer. How was I supposed to do this? I had to come up with a solution and fast.

"Actually Peter is going to be with me off and on for the next week. It's part of an extra credit assignment. If you want I can arrange to have an officer take you around too." Captain Stacy said. I blinked.

"Geez Pete, you're such a nerd. No extra credit for me. Besides aren't you passing that class as it is?" Harry asked.

"Well you know me." I smiled and shrugged. Harry held up his hand.

"Yeah, yeah. But we really need to hang out more." Harry smiled. I nodded.

"Yeah… I guess." I couldn't stop seeing the explosion that cost Norman his life.

"Yo Pete!" Harry called, I shook my head.

"Yeah?" I asked. He shifted on the couch.

"Look… I've been meaning to ask for a while…" Harry said. I started to panic, damn he was going to ask about Spider-Man wasn't he. Stupid Parker! I mentally hit myself. He knew I took pictures of Spider-Man and…

"It's about Gwen."

"I can't let you… wait what?" I paused.

"Well, I know you two have been giving each other eyes before, and since she's my girlfriend I can't help but…"

"Don't sweat it Harry. I'm your best friend, I'm not going to steal her from you." I said. Harry's eyes narrowed but he forced a smile.

"Well if that's all I have to worry about you're not much competition." Harry laughed. My fists clenched.

"Oh yeah?" I asked with a smile coming off as playful.

"That huge brain of yours is your only defining feature." Harry teased.

"Really." I said with a laugh, "Well I suppose that's true. I mean what else could a guy like me do?" I laughed, "perhaps revers calculus in my sleep but nothing definite." I smiled.

"Don't sweat it Pete, I can't even do that much." Harry laughed, "my only defining feature is my money." Harry said. I patted him on the back.

"That's not true." I said. Harry looked up.

"Thanks. Now what can't you let me do?" Harry asked. I laughed.

"Don't worry about it." I smiled then Captain Stacy's cell phone rang. I jumped and Harry laughed.

"A bit strung out there Pete?" Harry asked. I laughed.

"Not enough sleep lately." I said, "There's a monster under my bed and he has the most horrible gas." I smiled.

"Really?" Harry laughed, "How bad?" he joked.

"Kinda like this." I laughed then ripped one. Harry laughed.

"At least it wasn't as bad as this!" Harry jumped up and stuck his butt in my face releasing a wave of poisonous toxins. I pretended to die and Gwen came in the room her face going from a smile to disgust.

"Ugh… what is that… then she saw Harry with his butt out and me on the floor gripping my throat."

"Uhh…" I scrambled to my feet.

"Boys." Gwen commented and left the room. Captain Stacy got off the phone.

"Don't worry about it boys, that's what they all say." He smiled. I laughed and then went sat down Harry collapsing next to me. Captain Stacy looked at the two of us.

"How are you boys lately?" He asked then put some emphasis on me.

"Good, good Captain Stacy." We answered. Harry looked down, he was probably thinking about his father, I looked away.

"I'm… going to go see if they need help in the kitchen." I said standing abruptly, I'd almost made it to the kitchen door when I heard Harry call out after me.

"Hey Pete… if you knew who Spider-Man was… would you tell me?" Harry asked. I froze and turned toward him.

"I…" I started madly scrambling for an answer, "I… don't think that would be the best idea. Harry, revenge changes a person; it could make them or break them… I can't… I can't let you do that to yourself." I said. I saw Harry's face harden.

"Look Harry…"

"Forget it Pete." Harry said forcing a smile, "Don't sweat it." Harry held his hands up. I nodded.

"Yeah sure." I opened the kitchen door and then it closed.

**(Say my name and I magically appear)**

I laughed a Gwen finished telling her story, Harry was bright red. I looked around at least everyone was happy… for the moment.

"Ok, Peter, your turn." Gwen turned her beautiful blue eyes onto me. I swallowed and gave her a small grin.

"Well there isn't much to say. I honestly can't think of a funny story." I said. The table gave a groan.

"Come on Peter, something interesting has to happen when you're taking all those pictures of Spider-Man." Harry teased. I rubbed the back of my neck.

"Uh… that is…"

"I don't want to hear any stories about how my nephew gets into to trouble taking pictures for that Bugle man." Aunt May said. I smiled, that's for the save, I thought.

"How about that time you tried to cook Thanksgiving dinner?" Gwen asked looking over her glasses. I held my hands out.

"That's not funny at all." I said, "It was a disaster." I laughed. Gwen laughed to.

"I think disaster is a little lenient." Gwen smiled. I blushed.

"Just a little." I rubbed the back of my neck then skewered a piece of pie. Harry laughed.

"Has to be better than the time you nearly blew up the lab." Harry said.

"Still trying to pin that on me." I teased. Harry laughed.

"Yeah. Well it was worth a shot." Harry shrugged.

"Well, I'm going to start cleaning up." I said taking the plates that were finished as I shoved the rest of the pie into my mouth, "Have to go downtown and be ready to take some pictures just in case." I smiled.

"Mind if I tag along?" Harry asked.

"Downtown well I…" I scrambled for an answer.

"No to the kitchen." Harry said holding a few plates.

"Oh… no problem." I said as I entered Harry right behind me. I started cleaning up plates and filling the sink with water.

"Hey Pete. I want you to do something for me." Harry said taking my hand and clapping me on the shoulder.

"What is this?" I asked as he left a hundred in my hand. Harry hushed me.

"If you see the web head I need you to unmask him and tell me who he is." Harry said, "that's to cover… any expenses you may need."

"Harry I can't accept this." I said handing it over. Harry held his hands up.

"I know because you'd do it because you're my pal but…"

"No, that's not what I mean. Look… you are my best friends, and it is killing me, but I can't tell you who the web head is. I wouldn't even if I knew! Harry, after my Uncle Ben died… I wanted to get revenge to… but with…" Harry snatched the hundred out of my head.

"Spare me the lecture Pete. Your uncle was taken by some thug who was caught by Spider-Man and put behind bars. You don't know anything about revenge." Harry glared. I bit my tongue, I knew he was lashing out at me because he was hurt, but honestly he was being a dick. No way around it.

"Harry…"

"You don't care about me Pete, all you care about it making money." Harry said getting into my face, "You don't want the web head put in jail or even to answer to me because that means you'll lose money that you'd make taking…"

"Harry, back off." I said putting my hand on his chest and shoving him away, he stumbled back confused, "trust me on this, no one regrets your father's death more that Spider-Man." I said, "He screwed up, and he admits that. He hates being the one to take your father away from you the same way my Uncle Ben was taken from me. I'm not keeping his secret because I want to make money. True that does have its benefits but if I thought getting revenge on the web-head would help you and sate your need for blood, then trust me I would be the first to hand him over. But it won't help Harry, it will get worse and worse till you blame everyone around you, including yourself." I said.

"Shut up Peter, you don't know!" Harry glared his fist held up as if he was preparing to fight.

"Harry, I do know, I understand. Do you think I didn't want to kill that man that took my Uncle Ben! Do you think that for one moment I didn't entertain the idea. Even if the web head caught him it doesn't make it right, but neither would his death!" I said.

"At least the person who killed your Uncle Ben was caught!" Harry argued.

"Yes! And you don't think it's fair that Spider-Man go unpunished! He took your father; you think I don't understand that! Trust me if anything, the guilt Spider-Man feels is punishment enough! I know it's not the revenge you want but Harry… I don't want to lose you over this." I hung my head, "Trust me on this, revenge can change a person."

"I don't care about your psychological ideals. Spider-Man killed my dad, do you think that him feeling bad about it can make up for it!" Harry yelled.

"I know it doesn't!" I shouted exasperated, "I know nothing can make you feel better, I can try, but the truth is I just can't, nothing will make up for it, not even telling you who Spider-Man is!" I said. Harry suddenly lunged. I saw it coming, my spider sense went off but I forced myself not to move, I locked up my muscles and watched him come at me. A hand grabbed Harry's fist and we both looked up surprised.

"C-Captain Stacy!" Harry stuttered. Captain Stacy let Harry's hand go.

"Now boys, you two are friends so don't let this get in the way of that. I believe Peter when he says Spider-Man feels bad. But Harry we also have to take into account that your father was on drugs and messed up. Spider-Man could have tried to negotiate with him, but even taking that into account as the green goblin your father committed a lot of crimes and would have been put into a high security prison regardless." Captain Stacy reasoned, "There are a number of things Spider-Man could have done to save Norman Osborne." I looked down and away at this, "But there are also a number of things various other people could have done to. I hate to tell you this Harry, especially when the wound is so fresh but your father was a threat that needed to be taken out. His death is tragic yes, and even if it's cold, I'd rather have the death of Norman Osborne on my conscious than that of millions of others that I would have if the Green Goblin had gotten away with his plans." Captain Stacy said.

"Understand that if nothing else Harry. Even if Spider-Man can be held responsible for your father's death, your father would have been held responsible for countless other's deaths." Captain Stacy said. I turned to leave Harry behind.

"I'm sure Spider-Man sees it the same way, even if the death of Norman Osborne haunts him." Captain Stacy said. I turned to find him staring right at me.

"Uh… yeah." I said and turned on the water in the sink to begin washing the dishes.

**Jordylilly777: Yeah, I freaking love Spider-Man. Since you're the only one who weighed in about the POV I put it in first person. I hope I did it a justice.**

**Ace in the sleeve: Yeah… I'm trying to expand my genres… or fandoms I guess it would be. Here is your continuation. Oh and jordylilly777 wanted 1****st**** so I decided just to go with it.**

**Dark Anbu Knight: I totally get that, but I'm also a guy so I can get the thinking about different girls, but I think Gwen/Pete is the way to go. There will be some hints of it in this story but since Gwen is with Harry right now and this isn't a love story there isn't much I can do. I just hate that Gwen dies. T^T**

**Mulunia: Well thanks. I hope I do him a justice here too. Please tell me what you think. Anyway here's the continuation.**

**THANKS THOSE WHO REVIEWED AND THOSE WHO JUST READ TO!**

**Review if you'd like. But I don't type the next chapter without 2 reviews, I'm weird like that.**

**I guess I figure if no one is reading it then there isn't a point to continue.**


	3. Chapter 3

Harry left the kitchen angrily after blowing up on me. Gwen came in a few minutes later as I was rinsing the pans Aunt May had used for making supper.

"Thanks Pete." Gwen said.

"For what? Doing dishes?" I asked. Gwen laughed and handed me a few plates which I placed in the sink.

"No silly." Gwen smiled, "For talking to Harry." Gwen said.

"Oh… that. Don't thank me, I really just seemed to repeat myself a lot and besides… he didn't listen." I said washing the new plates. Gwen leaned against the counter watching me. My heart sped up a little.

"No… he might not have been listening, but it was worth a shot. He's been moody and dark lately, I'm glad you were able to talk to him as his friend." Gwen smiled.

"Doesn't change the guilt I feel." I said scrubbing the pan, "I keep thinking, I could have done something. I mean I was there… I…" Gwen flicked me in the forehead.

"Stop it. You blaming yourself isn't going to change the fact that Harry's dad was messed up taking the same thing Harry was. You don't need to blame yourself. Even if you could have done something, or Spider-Man could have done something to save him, Norman would still have been taken away in another sense." Gwen said. I sighed.

"I guess that much is true." I responded.

"Don't worry so much Pete." Gwen smiled. Harry walked in and saw us his fists seemed to tighten.

"Gwen, your dad says he's leaving, you can catch a ride back with me, or if you'd like we can all go together now." Harry said.

"Ok, tell him I'll be there in a minute." Gwen said. Harry nodded. I dried off my hands and Gwen looked at me.

"Stop blaming yourself." Gwen said simply, and for a moment I could almost swear she knew. Then she gave me a quick hug and I walked her out to the door. Harry took her hand and gave her I kiss wrapping his arm around her and Gwen smiled uncomfortably. I bit my lip and ignored it.

"Bye Pete." Gwen waved. Harry just nodded.

"Bye Gwen, bye Harry." Harry gave a sort of salute.

"I'll see you in class tomorrow." Captain Stacy said.

"Sure thing Captain Stacy." I said. The group left. I sighed and went back to Aunt May who was clearing the remnants off the table.

"Aunt May!" I said taking the plates from her, "Don't worry about this I got it taken care of." I said.

"Heavens Peter I am capable of taking plates to the kitchen." Aunt May said.

"Capable or not I can take care of it. It's nearly seven. Go on to bed, I got this. I won't be out late. Just a kick ride downtown, I'll probably get a drink at the Silver Spoon or something." I said.

"Oh alright, but you tell me when get home. Don't worry about waking me up." Aunt May said. I nodded.

"Alright." I agreed.

"Night Peter dear." Aunt May said.

"Night Aunt May." I smiled. No matter how you looked at it, she's an amazing woman. I turned back to the kitchen taking the plates and washing them quickly. I then rinsed the suds off and placed them on the rack to dry. I gave the kitchen a quick once over with the rag before draining the sink and turning the lights off to the kitchen.

I passed Aunt May's room the light was still on. I knocked on the door and waited for her to respond.

"Come in." Aunt May said, I opened the door and peeked in. Aunt May was sitting in bed reading a book.

"I'm headed out Aunt May. I won't be long, a couple hours at worse." I assured. Aunt May nodded.

"Be careful Peter." Aunt May said. I nodded.

"I'll be fine." I smiled. Then I closed the door and turned to leave.

**(Time lapse: After the internal rant in the first chapter)**

I landed stealthily in the yard quickly changing back to my regular clothes behind a tree I'd gotten pretty good at the costume changing thing over the past year… almost two years. I entered the house silently and walked up the stairs pausing at Aunt May's room. The light was still on. I knocked and received no answer so I pushed the door open. Aunt May had fallen asleep on her book. I took the book from her and book marked the page before gently shaking Aunt May awake.

"I'm home Aunt May." I said. Aunt May looked up.

"Oh Peter, I must have drifted off." Aunt May said. I smiled.

"That's ok. I'm going to bed now." I smiled. Aunt May nodded and laid back down. I turned off the lights in Aunt May's room and went to my own room. I clicked on the light and closed the door taking in the messy space.

There were clothes strewn all over and a couple cans of air fresher to hide the smell of web fluid. There was a small fortune just in those. I sighed and kicked a few articles of clothes out of the way and picked up an empty can of air freshener throwing it into the trash can. I sighed pulling my shirt off and standing there in my spider suit and pants. I threw the shirt to one end of the room then pulled off my pants and my Spider-pants standing there in my underwear and boots. I threw those in a pile then pulled off my Spider-shirt before wiggling out of the boots.

Ahhh, the draw backs of tight stylish crime fighting outfits. I collapsed on the bed with a groan. While no action was nice so I could get to bed on time that also meant no pay check for Spidey pics… at least not now. I laid perpendicular on my bed my head hanging off as I stared at the disaster of a room upside down. I'd have to clean it soon being upside down didn't change the mess. I yawned and rolled over letting my arms join my head off the bed as I laid on my stomach.

What Gwen said really got to me. I had been blaming myself, and yes I knew I could have done more to save Norman… hell I launched him towards his death. I just hadn't been thinking. My only thoughts really had been to end it… just not like that. But Gwen had a point as did Captain Stacy, even if i had found a different way to beat him he would be in jail, probably with no way to contact Harry and Harry would still blame me for it… well not me… but Spidey… so still me. On the other hand Norman was a slippery eel and could probably have found a way to get out of it.

I sat up holding my head in my hands. Still, if I hadn't been there, if Spider-Man hadn't stopped the Green Goblin, Norman dead or not, countless others may have died. I rubbed my face looking around the room groaning. My room wasn't the only thing that needed to be cleaned up.

I sighed then threw back the covers before standing up and turning the lights off. I laid down in bed and stared at the dark ceiling.

Maybe it was a good thing I was there, but that still didn't change the fact I killed my best friend's dad.

**(Sweet ride, does the sun roof come standard?)**

I winced as Liz sent me a hateful glare, I was going to be getting a lot of those in the future. I sighed then turned to go to my locker. I opened it and piles of paper fell out a notice quite a few rude saying and colorful words.

"Hate mail, how mature." I sighed. I picked up the paper and deposited them in the garbage. Seriously what were we, in kindergarten? I rolled my eyes and pulled out my books. My spider sense was triggered and I bend backwards landing on my hands bent over backwards my feet still in front of my locker. A small explosion of water to my left informed me of the wet mess my head probably would have been if it weren't for my spider powers. I looked over at Flash who was holding a few more water balloons.

"Wow… really original aren't you?" I asked standing back up. Flash just laughed that annoying laugh of his.

"Since you were dating Liz I was going easy on you, but since you broke her heart I now have a reason to hold back." Flash warned. I shrugged.

"Great, tell me when you get on that." I said annoyed. Flash started throwing more water balloons which I was not in the mood to take. I took my notebook out of my locker closed it and continued to class.

"Wow Pete, that was pretty amazing." Gwen said walking beside me. I blinked having just reacted on instinct and not really thought about it I must have been dodging the water balloons as I spaced out.

"Oh… yeah, sadly I've had lots of practice." I shrugged. Gwen laughed.

"Yeah, I know that's true." Gwen smiled. Harry waved at her, "See you in class Peter." Gwen said. I waved.

"Yeah, see you later Gwen." I waved. I then continued onto class.

**(PANTS! Yeah I'm bored so sue me)**

School out and over to ESU, I kind of missed the Connors, too bad they had to move. I sighed lost in my thoughts as I walked up the stairs. Gwen was waiting at the top I sipped on a soda as I wandered in. I didn't see Dr. Warren, then again he was a busy man. I hung up my bag then wandered in setting my soda down on a counter.

"Dr. Warren?" I asked looking around the empty lab, even the "new Eddie" aka Debra was gone. I sighed.

"Huh." I looked back over at Gwen, "Do you think he went out?" I asked picking up my soda and taking a drink. I set it back down and Gwen turned to me. God did my soda go flat already, what gives? Gwen gave me _the look._ I froze.

"What?" I asked. Gwen looked down at my soda.

"You should know better than to have food in the lab." Gwen said with a hard glare.

"Right, right." I smiled then I picked up the aluminum can, "I'll go finish this at the door." I said. Gwen nodded.

"You know it's dangerous." Gwen said, "You never know what might get into it or what you might drink instead." Gwen scolded. I nodded.

"Yeah, I wasn't thinking." I said, then I gave her a sheepish smiled, "Now can you please stop giving me _the look_." I asked, Gwen stared at me a while longer then smiled back.

"As long as you understand." Gwen smiled. Then she turned and walked through the lab. Dr. Warren was having us look at some new recombinant DNA theories of his. I stood by the door and finished my soda, huh… it tasted just fine. My mind went to Gwen saying what awful things I could drink in the place of my soda. I froze, no way… did I… I didn't… or… oh no. I scanned the table where my soda had been. A beaker of liquid stood on the counter. No way.

"Peter, Gwen." Dr. Warren walked in, I blinked, "sorry I'm late, I was talking to one of our benefactors. Now that Norman has died… well I can't guarantee that we'll keep our funding." He said.

"Norman was the father of a friend of ours." Gwen said seeming a little peeved. Dr. Warren held his hands up.

"I didn't mean any disrespect by it, but in this economy I have to look out for our lab. It's tragic what happened but you have to think about the future." Dr. Warren said, "For what it's worth, I'm sorry about your loss. Peter, I know he was your mentor, you two must have been close." Dr. Warren said. I nodded.

"Well a little, but not that close, I mean, even if he took me around I didn't really know him or understand him that well." I said with a shrug, "Um… what's in that beaker." I asked pointing toward the mysterious liquid that I may or may not have drinken.

"It's a very toxic venom from a mix of different creatures that will stop a man's heart in one second." Dr. Warren said. I gulped, Dr. Warren laughed, "It's a mild fluorine solution. Small side project for a company willing to give us money. It's harmless."

"Peter!" Gwen gave me another look.

"What? I was just curious? It's blue." I said lamely. Gwen rolled her eyes.

"Sometimes I don't understand you." Gwen said. I shrugged.

"What can I say?" I smiled.

"How about, let's get to work." Dr. Warren said.

"Let's get to work." I said throwing the soda can into the trash.

**(Why is the internet so slow when I'm trying to do my homework?)**

Gwen handed me my bag and we walked out of the door to ESU.

"You're just lucky that it was fluorine. Probably for a toothpaste company." Gwen said.

"Wha- What?" I asked looking at her.

"You drank it didn't you?" Gwen smiled.

"No!" I said, then I paused in front of the bus stop, "Well… maybe. Ok on a scale of one to ten, with ten being the most likely I may or may not have scored a-" Gwen slapped me, "Ow!" I protested.

"You are so lucky." Gwen said, "What if it really had been poison?" she asked. I shrugged.

"I guess I would have died then." I admitted. Gwen sighed then looked at me.

"You need to be more careful Pete, you're a bit fragile, and clueless." Gwen said.

_Fragile? Ha, ha… if only she knew. Though she may be right about the clueless part._

"Well… I guess that's true." I smiled. I heard a horn.

"Gwen!" Harry called, "Oh… hi Peter." Harry said. I held my hands up.

"Hi Harry." Gwen smiled at Harry.

"Hey Harry." I added.

"Hop in Gwen." Harry smiled, Gwen complied, then Harry turned to me, "Pete." He nodded then drove off. I sighed. The world was against me these days. I stuck my hands in my pockets then walked down the street with no destination in mind.

_Ok, everything is good now right? Wrong. Things see worse than ever. I knew that most of the in crowd just hung with me because of Liz… but still, I thought maybe we were actually forming bonds or something. Naïve Parker._ I berated myself. _We hung out just fine before Liz and I broke up… well at least it seemed that way. And I thought Flash and I were cool after he scored Sha Shan. But I guess that shows how disposable I am. _I shook my head._ Come on Parker, stop being Debbie downer. You're Spider-Man, that has to count for something. Yeah... right… _This wasn't going anywhere. _Stop being so depressing!_ I told myself.

_Alright Parker, you need a major self-evaluation or something… hmmm… maybe that therapist wasn't such a bad idea. Ha, ha… that I'm even considering it might be reason enough to have my head examined. Then again I do go around in a red and blue Spider-Suit, and that's not exactly normal… or sane. Maybe I should try some meditation or… maybe some taekwondo or judo maybe karate… just to take my mind of things… or something. Though it guess it wouldn't be bad to learn a few new moves._

_Hey maybe that's a good idea, expand my crime fighting style. I mean I've mostly taught myself and just gone with the flow… maybe watched a few too many karate videos. It could be helpful to learn some new tricks. Maybe Kung Fu… or…_

"Peter!"

_Huh… did someone just call my name… I don't see anyone._ I looked around, then I continued walking. _Well perhaps I should worry less about classes and more about how much the cost. The Parkers are broke enough as it is. I don't need to put paying for martial arts classes down on Aunt May's list of financial worries. Especially when I may or may not even be able to attend classes worth the mo-_

"Peter!" I jumped as my arm was grabbed.

"M-Mary Jane!" I stuttered caught off guard.

"What's up tiger, you look preoccupied." MJ smiled. I rubbed my neck.

"I guess. Been a bit busy lately." I said.

"Busy getting your gym shoes filled with mustard?" MJ asked. I blushed.

"Oh, you saw that." I asked.

"Teenage girls are so immature. They probably want to get revenge for Liz. Besides, you didn't show up during gym and your shoes still smell like mustard." MJ said. I looked down at the gym shoes hanging from my bag.

"Oh right." I blushed, "I feel horrible about breaking up with Liz but I'm… I'm really no good for her." I said. MJ shook her head.

"Tiger that is the oldest excuse in the book." MJ said, "Lets buy some coffee and talk it over. With teenage girls on your tail willing to enter the boy's locker room and put mustard in your shoes, you're going to need all the help you can get." MJ said walking ahead, I stood there dazed for a minute, she looked back over her shoulder, "You coming Tiger?" she asked.

"Oh… yeah, I'm coming." I blushed then followed.

**(I give up on my homework. Besides I'm still ahead.)**

Dr. Warren looked at the beaker. It had gone down by the smallest integer, it could have evaporated… that or someone took a drink." Dr. Warren stared at the serum.

"Debra…" Dr. Warren said looking over at the woman, "Keep an eye on Peter Parker when he comes in from now on." Dr. Warren then poured the serum into a few separate vials then placed them in foam cut outs before closing the suit case containing them.

"I have business to attend to." Dr. Warren said ominously. Debra nodded and Dr. Warren left.

**Zen: Thank you.**

**Mulunia: Well I'm glad you liked it. And thought it was worth it. I think this chapter is even longer. As for the serum that will slowly be revealed. It going to be a mystery. Plus it keeps you reading does it not?**


	4. Chapter 4

Mary Jane sat me down after we ordered then folded her hands and resting her elbows on the table looking at me.

"So tiger, spill." MJ prompted her green eyes piercing.

"Well… it's a long story." I said rubbing the back of my neck not quite sure what to say.

"I have time." MJ assured with a smile. I guess we did.

"Well… I guess I begins with me realizing that I want to be with Gwen." I admitted.

"So why aren't you together?" MJ asked. That's what I was wondering as well… but I also knew the answer to that, even if the answer was painful.

"She's with Harry." I shrugged acting like it was no big deal.

"I see." MJ said, "So Liz?" Great… Liz.

"Yeah… Liz is great, amazing even. She puts up with me being late and disappearing all the time. She's a great girl." I sighed, "But… she's not Gwen, I hate to put her second, especially when she's been so good to me. I should have realized it earlier… but I get distracted easily." MJ laughed.

"Completely true." She smiled. Wow… she has a great laugh and those eyes… I shook my head.

"I can't be with Liz when I l-like Gwen… I don't want to be unfaithful and it's not fair to Liz." I said.

"That's probably the smartest thing I've heard a guy say about dating." MJ smiled, "Took you long enough to figure out though." MJ teased.

"Hey!" I protested, "At least I figured it out." I grumbled. MJ put her hand on mine surprising me.

"That's why you're different than some idiots out there. Listen Pete, if you want Gwen you got to fight for her." MJ scolded, I sighed hanging my head.

"Well… she's with Harry… and he needs her more than me." I shrugged. MJ smiled at me.

"You have a heart of gold Peter." MJ complimented.

"Sure." I said sarcastically. _Heart of gold… then why do I feel so crummy?_ I wondered.

"Order 27!" the girl called.

"That's us." I stood up and grabbed our order. I blew on my cocoa and returned to the table handing MJ her tea. MJ took the cup and opened it pouring some sugar into it and stirring it looking at me.

"Peter, I know it's been rough lately, with Liz and Gwen and with Harry's dad dying… and Sally and Flash certainly aren't helping things." MJ said almost like she was embarrassed by it, "But you're a great guy, never think any different." MJ said eyes boring into me.

_She's right… I need to get out of this pity party and do something._ I realized. _Alright Parker, from here on out you need to look on the bright side of things. Or… at least try._

"Thanks MJ." I smiled. I took a sip of the warm chocolaty goodness.

"Umm… you might want to turn around tiger." MJ warned her tone making me think that I really didn't want to. I blinked.

"Why?" I asked. MJ winced. _Nope, I really don't want to_. I turned anyway, "Oh…" Liz stood there staring at me half sad half pissed. When I turned she turned away abruptly and ignored me flipping her hair over her shoulder as she waited in line.

"Just when I was starting to feel better." I sighed, nothing like an ex-girlfriend to make you lose your appetite, even for the oh so amazing cocoa at Silver Spoon.

"You should talk to her." MJ said giving me a meaningful look.

"Right after I ask Jameson for a raise." I said sarcastically.

"Just try and make up with her." MJ said pushing me and looking slightly annoyed.

"Ok, ok, don't give me the look, I get it enough from Gwen." I said. MJ smiled a little then shoed me off. I approached Liz slowly not quite sure what to say.

_Um… hey Liz, how are you… yeah smooth Pete. How about… no, or… _

"Uh… Hi." I said as I stood behind her still not knowing what to say.

"What do you want Peter." Liz said I flinched.

"Oh wow… Peter… you are mad." I said. Liz gave me a glare.

"Ya think." Liz asked angrily.

"Liz, I don't know what to say… I… its complicated." I rubbed the back of my neck nervously.

"Complicated? You broke up with me to be with Gwen. How complicated is that Petey?" Liz asked I blanched as she said this.

"You… uh… knew about that?" I asked worried.

"MJ has only been trying to get that to happen since forever. Looks like she finally succeeded." Liz said flippantly obviously more angry at MJ then me. I thought they'd made up after the Mark/Molten Man thing but… I guess me breaking up with her must have rendered that null and void.

"Liz… I'm sorry. I know that's not what you want to hear but…" I didn't know where to go from there, I could say I'm sorry all I wanted but that wouldn't change the fact that I broke up with her.

"But what Petey?" Liz asked moving up in line annoyed by my lack of ability to finish a sentence.

"I… really can't say anything to make you feel better… but… well I can't keep putting you second… I know that is a lame excuse, especially when we were dating. I don't want to be dishonest you know… I… I don't know." I was blowing it,_ blowing it_!

"Liz… I can understand if you hate me, and really it just sounds like I'm making excuses but… if I'm going to be with someone, I shouldn't be thinking about someone else. It just…" I broke off looking around, _Spider-sense… but where…_

"Pete?" Liz asked. I looked around._ Must have been a false ala-_ I suddenly found myself caught by the throat as I turned around in my quest to look for my attacker. I didn't even have time to register a face before my mind stopped as gas was dispersed in my face.

"PETER!" I heard someone yell but reality was fading. I looked groggily at the man holding me by my neck. Who was he… where was I… who was I? All questions my mind would answer at a later dated as my vision went black.

**(3675309)**

The place I was laying was cold and hard.

_Where am I? Last I remember I was talking to Liz… then… LIZ!_

I opened my eyes we were about eye level. Liz was looking at me through bars.

"Petey?"

"Liz?" I groaned rolling over. We were both untied, which was good for us or even worse. If they didn't tie us up… that definitely meant that they were confident enough in their ability to stop us.

"Peter!" I looked up, MJ too? Life just keeps getting complicated. I didn't have my bag… MY BAG! I looked around. Where was my bag. It had my Spidey mask and my biology homework.

"Welcome to my liar, Peter Parker." Said a too dramatic and all too well known voice. "Make yourself at home."

"Home? Sweet, so… can I use a phone or something?" I asked quipping out of habit. The voice laughed and a familiar looking bubblehead appeared.

"Why of course not you're the bait for Spider-Man." Mysterio said not so mysteriously. Holding his hands out and exaggerating his every move.

"Of course." I sighed, "Liz… MJ… are you ok?" I asked looking over to where they were in separate cages. They didn't look like much, I bet with my… white hot pain seared through my body and I promptly let go collapsing back onto the floor. _Oh so that's why we aren't tied up._

"I wouldn't touch the bars if I were you." Mysterio said with a chuckle.

"Yeah… thanks for the warning." I groaned. _Ugh… no moving_, "Anyone know Spidey's ETA?" I asked sarcastically. No one answered. I looked up at Liz and MJ who were just staring at me in shock… wait how come the girls got to share a cage? It would make breaking out so much easier if we were all in the same cage. I felt my wrists… no web shooters. I put them in my bag after web slinging it to school. Wait these guys searched me for my cell phone and didn't notice my Spidey suit underneath my clothes? How thick can you get? Unless… they didn't search for my cell phone.

I pulled out the thin electronic device from my pocket. _Score!_

"Don't bother, you're over a hundred feet underground, there's no way a signal would get out." Mysterio gloated. I shrugged.

"No kidding?" I asked then settled back down to wait, "Well, we have time, mind telling me how Spider-Man is supposed to find us when we're hundreds of miles underground then?" I asked, "You got to admit this plan has flaws." I pointed out. Mysterio remained quiet, "Well then could you at least tell me why you're stuck with guard duty, couldn't they get someone else more… I don't know lesser rank?" I asked.

"Petey." Liz whispered almost as a warning.

"Unless you _are_ the lower rank, which I gotta admit wouldn't be that far-fetc-" I broke of as electricity coursed through my body igniting the nerves with pain signals. I gasped but suppressed a scream. It suddenly stopped leaving my collapsed on the bottom of the cage.

"Peter!" MJ and Liz yelled. I groaned as Mysterio laughed.

"Yeah… that hurt." I said getting on my hands and knees keeping my satire.

"You're as insolent as that Spider!" Mysterio ranted, "But more fragile." He added. _Fragile? Why did everyone think I was so fragile?_

"Well, I guess the web head has rubbed off on me…" I groaned, "Don't worry… I won't be doing that again." I promised. Then I laid back down as if I collapsed. I could hear Liz crying and Mary Jane trying to comfort her unsure herself. I wanted to tell her I was alright and let her know everything was going to be ok… but right now I needed time to think. I let my eyes slowly close and thought out the lay out.

_Think Parker… we're underground right? So either Mysterio has carved out a base… or we're in an old subway tunnel. That last one seems more likely. Subways in Manhattan not the best idea of and evil hide out, but there are plenty of people bumming it down here too. So they expect Spider-Man… I hate to disappoint but I don't think your friendly neighborhood Spider-Man is going to show up. I don't have any web shooters and my mask is in my bag. I need to find that first. Idiot Parker, I might need to start wearing those shooters everywhere if things like this are going to happen._

_First things first though, getting the girls out. We're hanging a couple feet above the ground and there are computers down here so maybe it isn't in the subway tunnels, didn't think of that. Hair pins… the girls might have hair pins. Now I don't specialize in breaking in, but how hard could it be? Who am I kidding I'll just look like an idiot. My best bet would be to cut the power. Lights go out, electricity off, no nasty shock when I touch the bars. Then I can just bend them and get me and the girls out. I don't know how to explain that though… maybe I'll do that later._

_Power…_

I sat up and looked around groaning to add to the illusion of _fragile_ Peter Parker. Only Mysterio, and with my luck probably a bot.

"Peter?" I looked up at the girls, I couldn't say anything or warn then to get ready or I'd lose my chance.

"I'm fine." I said. I looked over at Mysterio. _Was he the one who grabbed me… it had happened so fast, I just remember a blur… the girls probably would know. If I had my web shooters this would be so much easier. But then the girls would see so maybe it's for the best. _I looked around my cage. Nothing. I sat up moving to see Mr. Mysterio.

"So… come here often?" I asked. He looked over at me… well I assume he was looking at me, he was pointed in my general direction. You know it was really hard to tell when he was wearing that fish bowl.

"If you don't that's just cool too, this is the first time I've been here after all. I'm not in deep with the super villains to be invited to their crib on a regular basis, but I gotta say from what I see here… it's quite the dump." I hoped he would take the bait.

"This is the most high tech lab in this part of the island!" Mysterio preached offended. So we were still in Manhatten, I have to admit it crossed my mind that we might not be in New York anymore. But then how would they get Spidey here so I'd dispelled that, but hearing that we were still in New York was settling.

"Whoa there bubble head, high tech? I think the lab at ESU has more perks than this." I said. Mysterio pressed a button. I bit back a scream and settled for a dissatisfied grunt as I was shocked again.

_No time to recover._ I sat back up and leaned back putting my hands behind my head.

"Well, is that the highest you got, I gotta say, that was pathetic." I taunted smiling.

"Oh no, that was a low setting." Mysterio said ominously.

"Aw man." I braced myself for the next attack as Mysterio twisted a knob then pressed the button again. This time I did scream.

"Peter what are you doing?" MJ asked coming up to the bars.

"Um… getting electrocuted." I groaned, "It really wakes you up you know?" I said trying to get up and succeeding.

"Well stop it Petey, let's just wait for Spider-Man." Liz said.

_Sorry Liz, Spider-Man isn't coming._ I thought sadly.

"How was that!" Mysterio asked.

"Refreshing… but I gotta say, what kind of man just presses a button? What kind of villain does that make you. Wouldn't you get more satisfaction coming to deal with this yourself like a man… oh… right… you're a bubble head, not a man at all… maybe even a bot." I shrugged, "Who knows." Mysterio laughed.

"I get enough satisfaction right here." Mysterio pressed a button again. I screamed out again. I was really getting sick of screaming.

"PETER!"

"Plus, weakened prey is easier to take down." Mysterio said lowering the cage. I didn't get up, this was my shot. Mysterio came close to the bars holding a long evil looking staff that was crackling ominously.

_You'll only get one shot, don't mess this up Parker!_ Mysterio's staff entered the cage. I jumped up suddenly surprising the Mysterio bot and grabbing the staff pulling the bot into the electrified bars. He started to spark and twitch, I then kicked him back into the control panel the bot exploding. As the controls broke both cages dropped to the ground I heard the girls scream and as their cage dropped. I then threw the electric staff into the power box near the computer and another short explosion later, no lights.

_Not bad._ I smiled then stood up touching the bars hesitantly and not getting shocked. _Point one for Parker._

"Petey!" Liz yelled, "What did you do!" I began pulling the bars apart the slow creak of metal somehow going unnoticed.

"Go tiger! I guess all that watching Spider-Man has paid off." MJ complimented. I slipped through the bars my eyes growing accustomed to the dark, the sparks of light from the fried circuits growing fewer as the electricity stopped circulating.

"How are we going to get out with the power destroyed how are you going to open the doors Petey?" Liz asked concerned and probably mad that I dropped them so suddenly like that. I made it to their cage their scared faces on mine that was lit up every now and then by sparks of electricity.

"How about you just trust me?" I pleaded. MJ nodded, and Liz looked down unsure.

"Alright." She said looking back up at me. I smiled. Then I grabbed a bar from the ground and stuck it in the cage door and began pulling it open. I heard the lock break and the door swung open.

"Tada!" I said nervously. I looked around the sparking electrical mess then opened my cell phone casting the glow around and looking for my bag. I found it beside a pile of boxes. I grabbed it then felt inside. Jeeze these guys were the best. My web shooters were in there my Spidey mask and even my biology homework.

"Alright. There's the door." I said pulling the bag around my shoulder. I took out my web shooters ushering the girls in front of me and put them on under my long sleeves while they groped along the hall. At least I'd be able to use webs if worse came to worse. While the secret identity thing was nice… well I wasn't willing to risk Liz and MJ's lives on it.

We pulled the door open and looked out in the hall… sweet the blackout was a facility wide thing. There was no one in the hall which I found both refreshing and unnerving. I finished snapping on my web shooters then snuck in front of the girls. I had no idea where to go, but if we kept going we'd get out eventually… or just get further in but I'd think about that later. I crept down the hall barely able to see. There was no way that only Mysterio was in this facility, and no way that there would only be one Mysterio bot. I looked behind me at the girls as I walked forward.

"Pe-" Liz stared holding her hand out as if to stop me. I walked straight into someone.

"Huh? I can't see, whose there!" Rhino asked. I grimaced.

"Uh… the pizza man?" I asked with a shrug not sure what else to say.

"SPIDER-MAN!" Rhino charged I pushed the girls out of the way down one hall and nearly caught Rhino's horn as I jumped out of the way. Crap, I should have just said Peter Parker.

"Whoa, easy there O'hearn, its Peter Parker." I said trying to make amends. I opened my cell phone, "See." I said pointing the light at my face so he could tell.

"Parker huh?" Rhino asked, "You got free?" he asked. I closed the phone again my eyes trying to get used to the dark once more.

"Yeah, Spider-Man let us out, he's just down the hall taking on… Mysterio." I said. Well to be honest it was sort of true… a little past tense but still.

"Spidey's already here? But I was watching the door!" Rhino asked confused. I suppose that was hard for his small mind to comprehend.

"He came in through the vents." I covered easily. We might get out of here easy home free.

"I'm gonna bust the bug up." Rhino said pounding his fist into his hand.

"So we're good right? And you can just tell us which way to get out of here and we'll be on our way." I asked. Rhino managed to grab me my Spider-sense triggering but I didn't react fast enough.

"Nope." He responded popping the p, "I needs you to get to him."

"Or… you could just go pounding though walls till you get there, I'm sure a big strong guy like you can manage something like that. I doesn't take that much brains." I suggested. I really hated flattering my enemies.

"Oh yeah…" Rhino then smiled, and I really didn't like the look of that smile, "Then I'll just need some hostages to keep him passive."

"Yeah… I didn't think about that… LIZ, MJ RUN!" I yelled struggling in Rhino's grip. My shirt made a tearing noise as the top t-shirt part ripped. Rhino then grabbed the girls in his other arm before they could even react, then he laughed.

"You're going to have to lead me to Spider-Man now." Rhino said apparently very proud of himself. Then he started walking down the hall, me under his left arm Liz and MJ under his right.

"Why are things never easy?" I complained.

**I had the chapter ready, so enjoy.**


	5. Chapter 5

Things were not going to go well. The girls looked over at me scared, damn, _what am I going to do?_ I wondered_. I could go Spidey on him… couldn't I? But then Liz and MJ would know... but aren't their lives more important than my secret?_ I groaned. Rhino laughed probably thinking I was uncomfortable. I gritted my teeth as he bounced me then threw me over his shoulder the girls under his other arm.

"Heh heh… I got Parker." Rhino said for the eighth time obviously pleased. I the girls were watching me eyes wide. I looked up and around. There were multiple pipes running down the hall, and I could see them so well even in the dark. I remember my spider vision, _ha ha spider vision, instead of super vision, get it… never mind,_ being good but not that good. _Now… if I only knew which… there!_

"Rhino I think I hear Spider-Man ahead." I said less than convincingly. He looked forward causing the girls to look as well. I held out my hands webbing two large pipes and pulling down abruptly causing a loud thunk as they pulled free of their brackets and the ceiling.

"What-" Rhino turned dropping the girl and me as he put his hands up to shield himself from the super-heated air. I helped the girls up then crept down the hallway while Rhino was distracted.

"Peter, we're going to bump into something." MJ whispered. Rhino started yelling angrily he must have noticed we'd gotten away. My spider sense went off and I ducked as a section of wall went flying overhead pulling the girls down with me. I looked at the girls who were squinting to see my face.

"Petey, it's getting to dark, I can hardly see you." Liz said feeling my face. I looked down the hallway.

"That's ok." I said,_ I can see just fine._ I thought,_ thank the Spider gods for Spider powers._ The sounds of Rhino's rage were getting further away. I stopped and checked the girls.

"You girls ok?" I asked leading them into a short hallway that went off the larger branch of hall.

"I'm fine." MJ said, "How are you holding up Tiger?" MJ asked a sexy smile on her lips, _Which would be so much sexier if she was looking at me._

"I'm good." I said, "Liz." Liz nodded, and then seemed to realize no one could see her well that no one she knew could see her.

"I'm fine Petey." Liz said. I nodded.

"Good. You guys stay here, I'm going to go call Spider-Man." I said. Liz grabbed my arm.

"No… please don't go, don't leave us." Liz said. I hesitated.

"Pete, it's not like you can get signal anyway." MJ joined in, "Just stay here, what if Rhino comes back? Its better if we aren't separated." MJ said reasonably. Liz was holding onto me as if I was the last life raft on the Titanic, and I couldn't possibly say no. I sighed then settled down beside the girls Liz curling up to me MJ resting her head on my shoulder.

_I have to admit, this isn't bad. This place is probably crawling with bad guys and I should probably be fighting them… but is it so wrong to want to stay here._ I wondered. I sighed closing my eyes. I felt a tickle on my leg, I went to scratch it and it ran up my pants till it was sitting directly on my knee staring at me with malicious looking eyes. It was pretty big considering, there were eight eyes and eight legs, its thick body pulsing while it locked eyes with me. It had long spindly legs and deadly looking bite. But the worse part I think was when it reached up to me pawing at the air and I saw the deadly red hourglass on the underside of the abdomen.

"Oh great." I breathed. The girls started at the sound of my voice. Liz gripped my shirt probably feeling my heart beat speed up. My arm around her tightened and MJ grabbed my hand.

"What is it?" MJ asked daring to speak first. The black widow gripped my pants and I extracted my hand from MJ's. I then took my arm out from around Liz and I focused on relocating the spider. I paused as I stared up at me. What if it got angry and bit one of the girls instead. I stared at the deadly arachnid on my pant leg then frowned.

"Please move… don't bite me." I said feeling foolish, the black widow just continued to look up at me.

"What is it?" Liz and MJ asked at the same time.

"A… spider… a black widow." I confided. Liz shrieked, the spider did not like this. It scurried up my pant leg and I took a breath. As it raced down to my crotch up the zipper over my t-shirt till it was sitting on my chest upon the bits of my shredded T-shirt.

"Petey." Liz made a move to grab onto me again her hands fumbling for me. I pushed her away.

"Don't touch me… it's on my chest." I warned Liz scooted a way MJ as well. I stared at the spider.

"Come on now… please calm down… it'll be fine." I said feeling even more ridiculous. The spider didn't move but continued to stare at me. I watched it eyes wide as it watched me it was a gaze I didn't dare break. _Well if I die from a black widow bite… I must say, that would be ironic._ I thought as I stared at the spider on my chest nearly going cross eyed.

"PETEY!" Liz yelled. I jumped Liz had been grabbed by Tinkerer who was looking around and wearing his white lab coat as usual. The lights came on abruptly and I stood up pulling MJ behind me.

"Let. Liz. Go." I said each word angrily. Tinkerer raised an eyebrow.

"Or what?" he asked gripping Liz's arm tighter, "You'll take a picture of me?"

"Tempting." I said, "But no." I grabbed the black widow from my chest probably scaring the poor thing, I winced hoping it wouldn't bite me I felt it's grippe legs clinging to the inside of my palms. I drew my arm back and threw the spider. I saw a thin strand of webbing as the spider tried to hold onto my hand. A black dot appeared on Tinkerer's coat, on the arm that was holding Liz. The spider started to move down Tinkerer's arm and toward Liz.

"No the other one!" I said frustrated. Like a spider could understand me _insert sarcasm here_. The spider though stopped, Tinkerer released Liz making a moved to squash the spider. The spider escaped by spinning a thread and while swinging from Tinkerer's sleeve attached to his pants. While Tinkerer was distracted by the charming black widow I grabbed Liz and MJ pushing them down the hall before I took Tinkerer out by swiping his legs out from underneath him. The black widow sat on Tinkerer's chest just had it had on mine a few seconds ago.

"Thanks I owe you one." Waved to the black widow pointlessly. I herded the girls down the hall now that the lights were on they seemed more eager to continue moving. I had to find a way out of this death trap then I had to figure out what they were planning. It wasn't like I could fight them either. I'd have to scrape by with luck until I had no choice but to reveal my spider powers. Vulture was walking down the hall confused and seemingly dazed he fell flat in front of us.

"Petey what did you do?" Liz asked confused.

"Nothing I didn't…"

"I did." I was interrupted. Black Cat slunk out of the shadows lazily and smiled a sexy smiled. I seemed to be getting a lot of those. She cartwheeled over to me and the girl stiffened.

"Parker is it?" she asked. I nodded.

"Peter Parker actually." MJ said beside me, "There is May Parker and Ben Parker…"

"Ben Parker… hmmm, it is a small world. Then again this is one island." Cat stretched lazily and front flipped kicking as if doing a cardio work out. I gritted my teeth.

"Look, we need to get out of here so…" I tried. Cat was suddenly in my face her hands all over my chest.

"Hmmm… not bad Parker… I'll get you out of here." Cat teased coming close, "But first you have to do something for me." Suddenly Cat was pushed away Liz standing angrily in front of me along with MJ.

"Look Kitty Kat, either you're going to help us or not." MJ said. Liz tightened her fists.

"If not, at least leave Pete alone, he already has a girl." Liz said. I blinked. _Thanks Liz._ I thought.

"Hmmm." Cat flipped cocked her head sticking her hip out and leaning against a wall, "Which is neither of you. How can I let something so…" she flipped over the girl's barricade and landed behind me, "scrumptious go." She went to grab me, on instinct I turned around and blocked her hands, she smiled.

"Nice moves Photographer." Cat said then she sighed, "I'll help you. But in exchange, tell the Spider that I still haven't forgiven him, and I'm going to be looking out for him." Cat said. I nodded.

"Consider your message received." I said. Cat smiled then put her hands on my shoulders and slunk up to me. She went for a kiss and I blocked her mouth with a hand, though admittedly I kinda did want to kiss her, after all I knew she was a good kisser.

"You're no fun." Cat pouted then released me and stretched once more slinking down the hall way and opening a door.

"For bad guys this place isn't too well protected. Probably has something to do with their ringleader being in jail thanks to Spidey, but go through here, there is a vent that will lead you out of the building. It comes out into the sewer so mind yourself. Go to the right and keep walking and there is a turn off that leads to a subway tunnel around a hundred yards. It will be on the left, I have a line there that you can use to get across or you can just wade through sewage. From there it's just a hundred or so feet to the left and you come out near Lexington. I think you'll be good from there." Cat smiled then she turned; "Now if you'll excuse me I have a prototype to steal."

"Thanks Cat we owe you one." I smiled. Then ushered the girls into the room.

"What did you say?" Cat asked turning. I froze… then turned.

"I owe you one." I said. Cat's eyes narrowed but with a groan from Vulture we both separated. I jumped into the vent then crawled back a ways checking around before popping back out and helping the girls up. The vent was a long endless one and I could smell the sewer not far off, not a pleasant smell let me tell you. I could hear sounds of a fight at one moment and I continually worried that the vents were going to break, sure they held Cat but in all honesty now there were three of us and I wasn't the heaviest guy ever but that also didn't make me as light and lithe as Cat. I frowned as the stench of the hit me full in the face as we came around a bend I suppressed a gag.

"I think I can smell the sewer." Liz said in a disgusted tone.

"Well at least it means we're almost there." MJ replied I could hear a bit of annoyance in her voice. I felt a damp humid breeze that smelled rank.

"Well if nothing else we're almost out." I said trying to come off as sarcastic but just sounding sick. I could see a little bit but no true light. Climbed out of the vent sliding down the wall using a bit of my spider powers to slow the decent. Liz poked her head out right after she heard me land.

"Is there a ledge?" She asked I stomped on the ledge going around the current of poo water.

"Yup. Come on down I'll help you." I said sticking one hand and a foot to the wall and helping her crawl out. She touched the wet walls trying to slow her fall. Then she grimaced.

"Gross." She frowned. I looked up for MJ as Liz touched the wall trying to keep away from the sewer water that was still making me gag. MJ had gloves on and even though she did she made a face as she slipped down the wall. I let go landing stealthily my sneakers barely making a noise as I landed. Then again that might have had something to do with the layer of grime covering the concrete. I turned to the right and then turned back to the girls.

"You should both but a hand on my shoulders. MJ put your right hand on my right shoulder, Liz your left on my left. Then you two hold each other's shoulders so that we don't get separated." I said. I felt them reach out and I pretended to grope my way along the wall. Sure I had super spider night vision, but they didn't need to know that. _Note to self: find a spidey power that involves turning off the super spider smell._ I thought trying not to gag, fortunately or unfortunately, the girls were having a similar problem. I just really hoped the rumors about alligators and crocodiles were just that; rumors. I was relatively sure that there wouldn't be, but at the same time I was worried about it since this was the area around the baddies hide out. I continued walking down the passageway waiting for something unexpected to happen counting on Murphy's Law to make something happen where we would be unable to continue our journey. Because of this the walk seemed ten times longer, eventually my eyes picked out Cat's zip line, a small orange glow barley blinking that looked like a cat eye. I reached up steading the line and testing it with my weight.

"Ok it looks like it will hold." I said holding it and offering it to Liz. Liz hesitantly took it. "You're going to have to hold onto it tightly when you go across. Build up a bit of momentum and point your toes in the direction you're going. When you hit the wall, if you hit the wall bend your knees so you don't jam or break any thing and try and slow down. Once you get over there you'll need to toss it back, throw it as hard as you can and I'll catch it."

"Petey can't you go first and catch me." Liz said. I paused then looked at MJ then back to Liz, the faint glow of orange casting a glow over everyone's features. I sighed.

"Can you hold onto me?" I said. "I'll swing you over then come back for MJ." I said. Even for how hardcore MJ was most of the time I could tell she was a little bit shaken up. Liz was pretty tough too they had proved that, but I was starting to think they were more worried about me than anything else. Liz nodded and I grabbed onto the zip line with one hand wrapping the other around Liz as we swung across. Spidey powers certainly came in handy during things like this. I dropped Liz off, and then swung back to MJ who grabbed onto me silently. So far so good, I didn't know how long my luck would last and I really wanted to get out of there.

A huge bang alerted me to the fact that my luck and just run out.

"Hey cutie." White hair flashed by, "You might want to start running."

**Thank you for reading this chapter of AM. And thanks for all your support.**

**I guess I'll answer reviews now I got nothing better to do.**

**Jordililly777: Wow a bit of ALL CAPS RAGE going on. The update took a while but I hope you enjoy.**

**Blue-Rose: Here you go. I noticed you was being lazy.**

**SupernalGodzilla: I will, at least until summer comes and I am without a school provided lap top. The desktop only has a trial version of word. XP**

**KimiUzumaki: Naruto fan? Anway I'm glad you like the story, it took a while be not incredibly long wait since you just reviews a week or so ago… maybe a bit longer.**

**Con-San Out!**


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